ARDAGH GLASS: VALUATION, COMPETITIVE ANALYSIS & DEAL STRUCTURE

A Report Prepared for Battcock Jenkinson Advisors LLC by MATRIX Partners LLP

PRESENTATIO

N O

UTLIN

E

INTRODUCTION 1

VALUATION METHODOLOGY & SUMMARY 2-4

STRATEGIC ANALYSIS: CORPORATE & INDUSTRY 5-8

DUE DILIGENCE REQUIREMENTS 9

VALUE CREATION 10

EXIT SCENARIOS 11

TRANSACTION SUMMARY 12

APPENDICES 13-18

OVERVIEW

OF PRO

POSAL

Transaction Value

Price €1,395

Equity Value €479

Debt Value €916

2007 PF EBITDA €233

2008 EBITDA

Agg. Value/2007 EBITDA 6.0x

Agg. Value/2008 EBITDA (Est) 5.4x

Sources & Uses

Sources

Sponsor Equity €503

New Debt €934

Total Sources €1,437

Uses

Purchase of Equity €479

Retirement of Old Debt €916

Transaction Fees & Expenses €42

Total Uses €1,437• Debt to equity ratio 65%/35%

• Total debt levels unchanged post- transaction

• Existing high yield notes and senior loans retired by bank credit facilities due to Change of Control

VALUATIO

N M

ETHO

DO

LOG

YTHE VALUATION ANALYSIS RELIES UPON THE FOLLOWING METHODOLOGIES

VALUATIO

N SU

MM

ARYRange of Possible Valuations based on Stated Methodologies

Enterprise Value Equity Value

€1.3B - 1.51B €248M-596M

€1.05B - 1.63B €138M-717M

€1.28B - 1.63B €364M-713M

FINAN

CIAL OVERVIEW

COMPANY REPORTED RESULTS & PROJECTIONS (2006-2009)

Income Statement (€000’s) PF FY06A PF FY07A FY08E FY09E

Total Revenue 1,289.8 1,340.6 1,423.9 1,480.8

Cost of Sales (1,157.8) (1,157.8) (1,220.3) (1,266.1)

Gross Profit 132.0 182.8 203.6 214.7

SG&A (78.1) (76.3) (81.2) (84.4)

Other Income & Expenses (7.3) (11.9) (12.8) (13.3)

EBIT 46.6 94.6 109.6 117.0

Depreciation & Amortization 114.1 126.0 133.8 139.2

EBITDA 168.0 232.5 256.3 269.5

Margin Analysis

Gross Profit Margin 10.2% 13.6% 14.3% 14.5%

EBITDA Margin 13.0% 17.3% 18.0% 18.2%

EBIT Margin 3.6% 7.1% 7.7% 7.9%

Sales Growth 16.5% 3.9% 6.2% 4.0%

ARDAGH REVENUES BY SECTOR (2008)

ARDAGH REVENUES BY REGION (2008)

ARDAGH HISTORIC & PROJECTED EBITDA & MARGINS

Source: Company data, JPMorgan

STRATEGIC SU

MM

ARYSUMMARY

KEY MARKET STATISTICS

REGIONAL AND GLOBAL COMPETITORS

INDUSTRY/SECTOR GLASS CONTAINER GROWTH TRENDS

Ardagh is a leading supplier of glass containers with significant penetration in the food, alcoholic beverages/distilled spirits, wine and pharmaceutical sectors. Within these sectors Ardagh has developed strong long-term relationships with its customer base.

By its own reporting the company is the largest supplier of glass containers in Europe, controlling roughly 33% of the Northern European market and 18% of the total European market.

Western European home markets with balanced demand provide stable yet maturing growth prospects. Significant demand-side growth in the Eastern European markets, coupled with lower factor costs and increasing automation make expansion into these markets highly attractive.

• The global packaging industry was worth $410B in 2007 and growing annually at 5%. It is estimated to reach $470B by 2010

• The European containers market grew 2.2% in 2007 to reach $133.6B and is expected to increase 11.7% by 2012 to $149.3B

• Glass packaging is a mature industry due to continuing proliferation of plastic packaging, which has penetrated segments previously the sole domain of glass packaging

• Low “perceived” differentiation of products is driving research and innovation in value added offerings (design & decoration)

Owens-Illinois:Global manufacturer in the plastic & glass container segments, operating 83 plants in 22 countries along with 18 packaging facilities, 13 of which are in the US. Has European operations in 11 countries (France, Italy, Spain, Poland, the Czech Republic, Germany, Hungary, Finland and Estonia)

Saint Gobain:Diversified multinational conglomerate with over €4B in glass and container sales during FY2006. They are the #2 global glass and container manufacturer

Quinn Glass:Small regional competitor with aggressive growth plans in the UK, Ireland and beyond

Source: The Packing Federation 2007 Annual Report

IND

USTRY D

RIVERSPOSITIVE MARKET DRIVERS

EUROPEAN CONTAINER & PACKAGING MARKET VALUE

NEGATIVE MARKET DRIVERS

EUROPEAN CONTAINER & PACKAGING MARKET VOLUME (TONNES)

• Significant barriers to entry driven by high levels of required investment and manufacturing know-how

• Market exhibits oligopolistic structure with the top three competitors (Owens-Illinois, Saint Gobain & Ardagh) controlling roughly 95% of the glass container market.

• Glass containers prices have risen over 30% in last year• Increasing R&D innovation is driving increased efficiency

and value-added offerings. Since 1980 the industry has halved the amount of energy required to melt 1-ton of glass

• Mandatory recycling regulations in the European market are generating fairly stable supply of cullet, which uses less energy to process and prolongs furnace life.

• Recent scientific studies show that 77.8% of consumers prefer consuming beverages from glass containers over plastic

• Increasing customer consolidation leading to high levels of concentrated revenues. Top 10 customers accounted for over 37% of revenues in 2007, with higher concentrations in some markets

• In April of 2008 Werner Langen of the EU Parliament renewed calls for an investigation into price-fixing by the three main glass manufacturers

• European regulators have been unable to liberalize local energy markets in order to provide secure and affordable sources of power, thus potentially driving up production costs

• Shifting customer demands to other materials could significantly impact operating performance

• Irrational competition could lead to overcapacity in certain markets (UK), which would significantly erode margins

Source: DataMonitor, 2007

CORPO

RATE EVOLU

TION

ARDAGH COMPANY TIMELINE

ARDAGH STRENGTHS

• Experienced management team with significant packaging industry and acquisition expertise

• Stable cash flows resulting from high-switching costs and deep customer relationships

• Currently undertaking €450m reorganization integrating business units across EU providing greater flexibility and efficiency

• In-house R&D facility, which drives increased innovation and further improvements in efficiency

ARDAGH WEAKNESSES

• Faces possible penalties from EU price fixing probe• Little information available about internal

operations• Several old/uneconomic furnaces must be

shuttered• High debt ratios may impact future bond ratings

and hinder ability to raise further financing• Complex debt/corporate structure with multiple

divisions and guarantors

CORPO

RATE STATISTICSARDAGH EUROPEAN MARKET SHARE POSITIONS

KEY SEGMENT CUSTOMERS

ARDAGH GLASS GROUP PLC. SHAREHOLDERS

ARDAGH EUROPEAN PRODUCTION CAPACITY

ARDAGH CORPORATE STRUCTURE

Source: Company data, JPMorgan

Soft Drinks:Coca-Cola, BritvicFood: Nestle, Premier Foods, Kraft, HeinzBeer: Heineken, Carlsberg, InBev, Peroni, Anheuser-Busch, Scottish & Newcastle, SAB-MillerWine/Spirits:Diageo, Pernod Ricard, MEK, Henkel, Absolute Vodka, Whyte & Mackay, William Grant, Bacardi-Martini, Constellation

COUNTRY NO. of PROD. SITES

NO. OF GLASS FURNACES

PRODUCTION CAPACITY

Germany 9 18 1,364,000

UK 5 13 989,000

Poland 3 7 306,000

Benelux 2 4 375,000

Nordic Region 2 4 267,000

Italy 1 1 81,128

TOTAL: 22 47 3,382,128

DU

E DILIG

ENCE STRATEG

YSTRATEGIC CONSIDERATIONS

FINANCIAL CONSIDERATIONS

TECHNICAL CONSIDERATIONS

OPERATIONAL CONSIDERATIONS

• Accurate accounting of Ardagh role in EU glass market price fixing inquiry

• Detailed disclosure of cullet-supply pipeline and potential disruptions

• Current perceptions and satisfaction levels of Ardagh customers and suppliers

• Current State of All 47 Glass Furnaces

• Exact nature and financial metrics of the NNPB technology licensing agreements currently in place with Owens-Illinois

• Current state of the innovation pipeline & IP portfolio

• Detailed disclosure and sensitivity analysis of management projections and future growth prospects

• Exploration of Power/Fuel Hedging Strategies

• Full disclosure of past and present related-party transactions

• Current state of labor relations in all operating geographies

• Detailed environmental impact survey (both past, present and future)

• Evaluation of current insurance policies and coverages, ensuring adequate protections

FINAN

CIAL VALUATIO

N CREATIO

NHYPOTHETICAL CAPITALISATION STRUCTURE

FINANCING AND CAPITAL STRUCTURE

Senior Debt of 3.3x Compares Favorably to Average Q1 2008 Senior Debt/EBITDA of 4.4xSource: S&P RatingsDirect June 2, 2008

Sources: Debt Weighting: Fitch Ratings, "Biding Time", 21 April 2008 & Euro Libor: FT.com, 6 June 2008

Senior DebtComponent

WeightingSize Spread (bps) Interest Cost

Interest Expense

Multiple to 2007 EBITDA

Senior Debt to EBITDA

Tranche A 32% 459.8 500 9.21% 42.4 1.8 3.4Tranche B 17% 244.3 550 9.71% 23.7 1.0Tranche C 11% 158.1 600 10.21% 16.1 0.6Second Lien 3% 43.1 750 11.71% 5.0 0.2Mezzanine 2% 28.7 1000 14.21% 4.1 0.1Total Debt 65.00% 934.1 91.3Weighted Average Cost of Debt 9.78%

Euro Libor Rate 4.21%

Total Equity 35.00% 503.0

2007 2008 2009 2010 2011 2012

Net Debt 915.6 934.1 934.1 934.1 934.1 934.1EBITDA 232.5 256.3 266.5 277.2 288.3 299.8Senior Debt/EBITDA 1.5 3.4 3.2 3.1 3.0 2.9Net Debt/EBITDA 3.9 3.6 3.5 3.4 3.2 3.1Interest Coverage 3.2 2.8 2.9 3.0 3.2 3.3Total Debt/Capitalization 66% 65% 58% 52% 46% 42%

STRATEGIC VALU

E CREATION

RECOMMENDED CORPORATE VALUE CREATION STRATEGY

SENIOR MANAGEMENT INCENTIVIZATION EASTERN EUROPEAN EXPANSION

• Eastern Europe presents the strongest growth prospects for Ardagh Glass

• Our strategy relies upon retaining and incentivizing the current management team to focus attention on Eastern Europe

• By not paying down principal we expect to use FCF to pursue aggressive expansion/acquisition in the Eastern European Markets in particular (Romania, Turkey and the Ukraine)

Snr. Mgmt 5%

BJA 95%

Snr. Mgmt 5%

BJA 95%

Senior Management participates in LBO on a pari-passuBasis taking an equity stake of 5% of the outstanding equity

EXIT SCENARIO

SSTRATEGIC EXIT SCENARIOS

STRATEGIC ACQUISITION SCENARIOS

Given anti-competition concerns O-I and Saint Gobain are not possible acquirers in the European market. Instead we conceive an auction scenario possible involving these two companies or similar ones:

Al TarjirAltajir Glass is the Middle East’s premier manufacturer of glass bottles. Their aggressive global expansion strategy and vertical integration are driving them to look beyond organic strategies. They have previously tried to enter the European market with mixed results. In four years time Ardagh would be well positioned to offer them a sizable position in the European market along with significant R&D expertise.

Quinn GlassQuinn Glass is a strong regional competitor in the UK and Ireland however it has not yet established significant mainland European operations.

SECONDARY BUY-OUT SCENARIOS

Given the current and future state of the public equity markets we do not expect that a public offering of Ardagh Glass would provide the company with the greatest amount of value.

Ultimately a strategic buy-out would generate the most synergies and greatest return on investment. However if a strategic acquirer fails to materialize then the secondary buy-out markets are an attractive alternative.

On May 18th, 2008 Dubai International Capital partnered with Citadel Capital to acquire a 49% stake in Egypt Glass. The growing MENA provides attractive market upside for DIC. In four years time a combined Ardagh/Egypt Glass would provide compelling international growth opportunities.

EXAMPLE EXIT VALUATION & RETURNS

EBITDA in 2012 299.8EBITDA Multiple in 2012 7.5

Enterprise Value 2,248.7Equity 1,555.0Debt 934.1Cash 240.4

Returns to EquityEquity Contribution 503.0Equity Return 1,555.0Money Multiple 3.1xIRR 32.6%

SUM

MARY O

F TERMS

PROPOSED KEY TRANSACTION TERMS

TERM SUMMARY DESCRIPTION

Consideration €1.40 Billion

Treatment of Options Accelerated vesting, exception for a portion held by Ardagh Glass senior management which shall roll-over into the new company pursuant to a mutually agreeable Management Contract

Tax Treatment Taxable to Ardagh’s shareholders

Expected Closing Q4 2008 – Effective January 1st 2008

Fees & Expenses Battcock Jenkinson Advisors (BJA) shall pay Ardagh a termination fee of $43.4M (3.1% of trans. value) if•Ardagh terminates due to a breach of BJA representation, warranty or covenant or either party terminates due to a failure to obtain the required stockholder approval

Ardagh shall pay BJA a termination fee of $43.4M if•BJA terminates due to a breach by Ardagh representation, warranty or covenant•BJA terminates due to the failure to consumate the Merger by December 31, 2008

Material Adverse Changes MAC includes the following stipulations•Any change in general economic or financial market conditions•Any act of terrorism or war•Any limitation by a government authority which prohibits the extension of credit by banks or other lending institutions in the United States and United Kingdom

OTHER All other associated customary covenants and restrictions set forth by legal representatives

TRANSACTION SUMMARY

Not all companies are suitable targets for leveraged buy-outs, however Ardagh Glass is an interesting and attractive acquisition target. The company’s past use and management of high debt levels, stems from the relatively recession proof, stable cash flows generated from operations. Industry consolidation and macroeconomic drivers make continued growth and profitability highly likely. The favorable pricing environment should continue to remain strong as further industry consolidation materializes. The current management team has significant depth of experience in the glass packaging sector and have clearly been able to execute on an aggressive expansion and acquisition strategy all within a relatively short period of time.

At our proposed Enterprise Valuation of €1.4B we believe that within the realm of possible exit scenarios an IRR of 32.6% with a 3.1x money multiple is achievable given moderate multiple expansion and conservative growth numbers.

APPENDIX

COM

PARABLES ANALYSIS

DETAILED COMPARABLES ANALYSIS

Name Market Cap E/D+E EV Net Debt Revenue EBITDA EBIT EV/RevEV/

EBITDAEV/EBIT

ANADOLU CAM SANAYII A.S. 453.57 0.79 762.14 308.57 521.63 151.52 86.36 1.46 5.03 8.82NIHON YAMAMURA GLASS COMPANY LIMITED 149.47 0.75 288.52 139.06 469.56 50.68 21.49 0.61 5.69 13.42OWENS-ILLINOIS INCORPORATED 6,139.22 0.75 8,043.78 1,904.56 5,175.59 871.00 561.63 1.55 9.24 14.32SAINT-GOBAIN OBERLAND AG 420.32 1.00 471.78 51.46 467.76 92.08 58.79 1.01 5.12 8.03VETROPACK HOLDING SA 683.18 0.90 601.56 -81.63 394.10 115.03 81.20 1.53 5.23 7.41

Average 1.23 6.06 10.40

Ardagh Revenue EBITDA EBIT1,340.60 232.50 106.50

multiple 1.23 6.06 10.40

EV 1,652.88 1,409.47 1,107.72 ø 1,390.02net debt 915.00 915.00 915.00 ø 915.00Equity value 737.88 494.47 192.72 ø 475.02

2007median

range 1 1.3 5 6.5 8.5 112007 1,340.60 1,742.78 1,162.50 1,511.25 905.25 1,171.50

2007 425.60 827.78 247.50 596.25 -9.75 256.50Equity Value

2007

Revenue EBITDA EBIT net debt1,340.60 232.50 106.50 915

Enterprise Value

Revenue EBITDA EBIT

Source: Thomson One Banker/WorldScope Financial Snapshot Report - search for SIC code 3221 (glass containers) with turnover > $200m , public companies, active

DISCO

UN

TED CASH

FLOW

ANALYSIS

Discounted Cash Flow

Profit & Loss and Cash Flow Data Post

Transaction2007 2008 2009 2010 2011 2012

0 1 2 3 4 5Sales 1,340.6 1,423.9 1,480.8 1,540.0 1,601.5 1,665.5Sales Growth improvement 0% 6.2% 4.0% 4.0% 4.0% 4.0%EBITDA 232.5 256.3 266.5 277.2 288.3 299.8EBITDA margin improvement 0% 17.34% 18.00% 18.00% 18.00% 18.00% 18.00%Depreciation 126.0 143.8 149.6 155.5 161.8 168.2EBIT 106.5 112.5 117.0 121.7 126.5 131.6EBIT Margin % improvement 0% 7.9% 7.9% 7.9% 7.9% 7.9% 7.9%Tax Payment 43 45 47 49 51 53Tax Rate 40.0% 40.0% 40.0% 40.0% 40.0% 40.0%

NOPAT 64 67 70 73 76 79Free Cash FlowCapex 129.7 165.0 155.0 120.0 110.0 110.0Change in Working Capital 13.2 -21.6 -9.7 0.0 0.0 0.0FCF 47.0 67.9 74.5 108.5 127.7 137.2PV(FCF) 61.7 61.5 81.4 87.0 1,052.0NPV (Cashflows) 1,343.5

Perpetuity Growth 2% EV 1,343.5Cost of Capital Net Debt 915.6WACC 12.61% Equity Value 427.9WACCT 10.07%

Source: Company data, JP Morgan

SENSITIVITY &

WACC AN

ALYSISDISCOUNTED CASH FLOW SENSITIVITY ANALYSIS

WEIGHTED-AVERAGE COST OF CAPITAL ANALYSIS

Equity Va lue EBITDA margin improvement

€427.9 -1.00% -0.50% 0.00% 0.50% 1.00%-2.00% -€315.5 -€55.63 €204.28 €464.18 €724.08

-1.00% -€234.7 €39.72 €314.16 €588.61 €863.05

0.00% -€151.1 €138.39 €427.90 €717.41 €1,006.91

1.00% -€64.6 €240.46 €545.56 €850.65 €1,155.75

2.00% €24.8 €345.98 €667.19 €988.41 €1,309.62

Annual Revenue Growth

Improvement

EV EBITDA margin improvement

€1,343.5 -1.00% -0.50% 0.00% 0.50% 1.00%-2.00% €600.07 €859.97 €1,119.88 €1,379.78 €1,639.68-1.00% €680.87 €955.32 €1,229.76 €1,504.21 €1,778.65

0.00% €764.49 €1,053.99 €1,343.50 €1,633.01 €1,922.51

1.00% €850.97 €1,156.06 €1,461.16 €1,766.25 €2,071.35

2.00% €940.36 €1,261.58 €1,582.79 €1,904.01 €2,225.22

Annual Revenue Growth

Improvement

Equity Value FCF Perpetual Growth

€427.9 0.00% 0.50% 1.00% 2.00% 3.00%7.00% €795.94 €903.41 €1,028.79 €1,354.77 €1,843.748.00% €557.97 €635.76 €724.67 €946.93 €1,258.10

9.00% €374.12 €432.38 €497.93 €657.12 €869.3710.07% €218.96 €263.01 €311.91 €427.90 €576.7011.00% €109.44 €144.68 €183.44 €273.89 €386.94

Tax-adjusted WACC

EV FCF Perpetual Growth

€1,343.5 0.00% 0.50% 1.00% 2.00% 3.00%

7.00% €1,711.54 €1,819.01 €1,944.39 €2,270.37 €2,759.34

8.00% €1,473.57 €1,551.36 €1,640.27 €1,862.53 €2,173.70

9.00% €1,289.72 €1,347.98 €1,413.53 €1,572.72 €1,784.97

10.07% €1,134.56 €1,178.61 €1,227.51 €1,343.50 €1,492.30

11.00% €1,025.04 €1,060.28 €1,099.04 €1,189.49 €1,302.54

Annual Revenue Growth

Improvement

Input Capital StructureRisk-free rate 5.00% D/V 65%Unlevered Beta 0.82 E/V 35%Market Risk Premium 5.50% Tax Rate 40%Cost of Equity (unlevered) 9.50% Cost of Debt (rD) 9.78%Cost of Equity (levered) 17.87%

WACCT 10.07% WACC 12.61%

Risk-free rate10.07% 5.00% 6.00% 7.00%

5.00% 8.20% 8.55% 8.90%

6.00% 8.59% 8.94% 9.29%7.00% 8.98% 9.33% 9.68%8.00% 9.37% 9.72% 10.07%

9.78% 10.07% 10.42% 10.77%10.00% 10.15% 10.50% 10.85%

Cost of Debt

Source: Company data, JP Morgan

PRECEDIN

G TRAN

SACTION

SPRECEEDING TRANSACTIONS DETAILED ANALYSIS

Source: Thomson One Banker M&A database - search for completed deals > $200m , effective date from 01/01/2007 - 31/05/2008

Target Name Acquiror Name Date

Announced

Value ofTransaction

($mil)

TargetTF Mid Description

Reinhold Industries Inc Jordan Co LP 02/11/2006 41.15 Other MaterialsLCTH Corp Bhd Fu Yu Investment Pte Ltd 05/01/2007 13.00 Containers & PackagingRotonics Manufacturing Inc Rotonics Holding Corp 29/08/2006 35.37 Other MaterialsFirst Engineering Ltd Affi nity Precision(S)Pte Ltd 08/12/2006 75.80 Other MaterialsRengo Co Ltd Rengo Co Ltd 13/12/2006 63.98 Containers & PackagingTsutsunaka Plastic Industry Co Sumitomo Bakelite Co Ltd 26/12/2006 17.50 Other MaterialsMedi-Flex Ltd Investor Group 12/10/2006 14.52 Other MaterialsConsol Ltd Newshelf 809(Pty)Ltd 19/12/2006 877.58 Containers & PackagingPPK Group Ltd PPK Group Ltd 19/09/2006 3.84 Containers & PackagingPW Eagle Inc J-M Manufacturing Co Inc 15/01/2007 462.45 Other MaterialsStedim Biosystems SA Sartorius AG 21/02/2007 196.14 Containers & PackagingFukuvi Chemical Industry Nagase & Co Ltd 13/07/2007 3.54 Other MaterialsStedim Biosystems SA Sartorius AG 21/02/2007 79.66 Containers & PackagingBemis Co Inc Bemis Co Inc 31/07/2007 117.60 Containers & PackagingFirst Engineering Ltd Affi nity Precision(S)Pte Ltd 27/04/2007 15.91 Other MaterialsEss Dee Aluminium Ltd Morgan Stanley 08/08/2007 20.15 Containers & PackagingNefab AB NPNC Intressenter AB 27/08/2007 95.75 Containers & PackagingCMA Corp Ltd Transpacific Inds Grp Ltd 25/10/2007 11.89 Other MaterialsZhejiang Supor Cookware Co Ltd SEB Internationale SAS 10/08/2006 311.35 Containers & PackagingLanxess ABS Ltd INEOS ABS(Jersey)Ltd 29/06/2007 11.76 Other MaterialsMetal Management Inc Sims Group Ltd 24/09/2007 1,514.67 Other MaterialsAsahi Printing Co Ltd Asahi Printing Co Ltd 30/05/2007 0.46 Containers & PackagingInfotrek Syscom Ltd Bennett Coleman & Co Ltd 11/04/2008 1.35 Other MaterialsHung Hing Printing Group Ltd CVC Capital Partners Asia III 28/04/2008 112.14 Containers & PackagingVista Group PLC Purple Spot Ltd 02/03/2008 5.96 Containers & Packaging

average 15.95median 6.28

2007median

range 9 11 5.5 8.5 14 172007 958.50 1,171.50 1,278.75 1,976.25 1,491.00 1,810.50

2007 43.50 256.50 363.75 1,061.25 576.00 895.50

7.83099.2436.2606.368

24.4310.17

7.08834.15318.0927.258

121.9278.694

10.692

Enterprise Value/ Net Sales

Enterprise Value/ EBITDA

8.93912.276

127.4254.383

28.0204.480

28.02010.857

5.24713.709

Enterprise Value / EBIT

4.1674.662

10.1746.701

18.53014.607

16.379

Enterprise Value / EBITDA

3.95119.186

4.2524.388

88.3985.3308.9246.170

1.890.89

3.8243.0886.3984.9548.8625.4735.3558.594

9.040

0.89 6.28 10.17

0.5930.6650.6252.0300.5860.562

3.5151.0300.9289.0371.5540.395

net debt106.5 232.5 915

0.7472.5624.5820.6213.5150.203

Enterprise Value

Equity Value

Enterprise Value / Net Sales

0.8970.4740.7741.1640.8880.318

Net Sales

19.1867.5124.766

33.233

np

106.5EBITDA EBIT

95.593

Enterprise Value/ EBIT

EXIT SCENARIO

SEXIT MULTIPLE SENSITIVITY ANALYSIS

32.6% 6.0 6.5 7.0 7.5 8.0Revenue Growth -2% 14.3% 18.5% 22.3% 25.8% 29.0%

Improvement Relative -1% 18.2% 22.2% 25.9% 29.3% 32.4%to Existing Growth 0% 21.8% 25.7% 29.3% 32.6% 35.7%

Projections 1% 25.2% 29.0% 32.5% 35.8% 38.8%2% 28.4% 32.2% 35.7% 38.9% 41.9%

Exit Multiple (EBITDA)

LEGAL D

ISCLOSU

RE

These materials have been provided to you by MATRIX Partners ("MATRIX") in connection with a fictitious potential engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with MATRIX. In addition, these materials may not be disclosed, in whole or in part, or summarized or otherwise referred to except as agreed in writing by MATRIX. The information used in preparing these materials was obtained from or through you or your representatives or from public sources. MATRIX assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with the managements of your company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates).

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